Decline in memory function is one of the key characteristics of cognitive aging. Understanding the neural basis of this decline is critical to understanding the mechanisms driving age-associated changes in memory. This knowledge is critical to the treatment of older adults and the improvement of their quality of life. It is also critical to the understanding of abnormal memory decline in neurodegenerative disease. Functional neuroimaging is a powerful technique for studying the changes in the neural correlates of memory function that occur during aging. However, many of the early neuroimaging studies of memory and aging relied on averaging data over large blocks of time, limiting the ability to isolate specific cognitive processes. Recently, event-related fMRI has revealed a reliable, left-lateralized pattern of neural activity associated with the successful retrieval of information from memory in younger adults. Data bearing on the neural correlates of the successful retrieval of information from memory in older adults is sparse. The broad, long-term objective of this project is to determine how aging affects the neural correlates of the successful retrieval of information from memory and how these changes specifically account for the particular behavioral impairments seen in older adults. The first specific aim is to characterize the laterality of these effects and their relationship to individual differences in performance, with particular attention to the prospect of compensatory activity in high-performing older adults. The second specific aim is to identify successful retrieval effects related specifically to memory for context (recollection) and to determine what neural changes in aging account for the specific impairment of this form of memory in older adults. The third specific aim is to determine how this pattern of neural and cognitive impairment leads to specific forms of memory illusions in older adults, in particular, the tendency of older adults to fictitiously recombine elements from previous experiences. Understanding the neural basis of memory decline in older adults is critical to the medical treatment of older individuals, improvements in their quality of life, and progress in the understanding of neurodegenerative disease. This project aims to use recent advancements in functional neuroimaging and recent insights from studies of younger adults to elucidate the specific pattern of neural and cognitive impairments associated with aging.